Re: Community agreement

Matt,

Per our discussion below, the attached includes a softer version of the
non-solicitation provision, which is now characterized in section 7(b) as a
placement fee. This can potentially be used in Quebec.

After you review, let me know if you'd like to discuss.

Thanks.

On Wed, Apr 19, 2023 at 10:50 AM Lorena Ybarra <lorena.ybarra@thekey.com>
wrote:

> Thanks for the clarification Timothy!
>
> On Wed, Apr 19, 2023 at 1:46 PM Timothy Thomas <tt@thekey.com> wrote:
>
>> 6 month non compete is legally allowed as per our CNESST (labour board)
>> Staffing permit in Quebec. But after the 6 months they can leave without
>> penalty / or placement fee.
>> On Wed, Apr 19, 2023 at 12:31 PM Steve Koyanagi <skoyanagi@thekey.com>
>> wrote:
>>
>>> Sure; I can work on that. To clarify, do you want to have a separate
>>> version just for Quebec or are you thinking you want a softer version for
>>> all of Canada?
>>>
>>> On Wed, Apr 19, 2023 at 9:19 AM Matt Vijayan <mvijayan@thekey.com>
>>> wrote:
>>>
>>>> Thank you Steve.
>>>>
>>>> Great advice on the context and/or talking track. Can we modify this
>>>> clause to soften the language on non-solicitation for Quebec, along the
>>>> same line as below? It appears that this clause, as it is, is creating
>>>> confusion and reluctance in signing the agreement in general, across CHLSD
>>>> (nursing homes) and SLCs.
>>>>
>>>> Matt Vijayan, B.Sc., MBA, CCPE
>>>>
>>>> Director of Sales, Canada
>>>>
>>>> *Please note my email has changed:*
>>>> mvijayan@TheKey.com <Madhu.Vijayan@TheKey.com>
>>>>
>>>> TheKey.com <https://www.thekey.com/>
>>>> [image: TheKey] <https://www.thekey.com/>
>>>>
>>>> On Apr 19, 2023, at 11:44 AM, Steve Koyanagi <skoyanagi@thekey.com>
>>>> wrote:
>>>>
>>>> 
>>>> Yes; this is a business decision if we want to delete in order to get a
>>>> deal done. We should just be aware of the risk of the Community poaching
>>>> our CG's and be ready to terminate the business relationship in the event
>>>> we see too much of it.
>>>>
>>>> One quick comment/distinction. Technically, we're not prohibiting the
>>>> CG from actually working elsewhere, but merely requesting a placement fee
>>>> from the community in the event the community wants to hire our CG.
>>>>
>>>>
>>>> On Wed, Apr 19, 2023 at 5:50 AM Matt Vijayan <mvijayan@thekey.com>
>>>> wrote:
>>>>
>>>>> Agreed. We have modified this clause with Schlegel Villages in Ontario
>>>>> as well. Let’s get the contract signed.
>>>>>
>>>>> Copying our corporate lawyer, Steve, and senior management.
>>>>>
>>>>> Matt Vijayan, B.Sc., MBA, CCPE
>>>>>
>>>>> Director of Sales, Canada
>>>>>
>>>>> *Please note my email has changed:*
>>>>> mvijayan@TheKey.com <Madhu.Vijayan@TheKey.com>
>>>>>
>>>>> TheKey.com <https://www.thekey.com/>
>>>>> [image: TheKey] <https://www.thekey.com/>
>>>>>
>>>>> On Apr 19, 2023, at 8:45 AM, Lorena Ybarra <lorena.ybarra@thekey.com>
>>>>> wrote:
>>>>>
>>>>> 
>>>>> Good morning Matt and Tim,
>>>>>
>>>>> Communities are not agreeing to this section of the contract; it is
>>>>> illegal in Quebec to prohibit someone from working elsewhere. It is not
>>>>> well seen in the industrie. I have sent two contracts to private CHSLD and
>>>>> they are not signing because of this.
>>>>>
>>>>> Can we change the term period and placement fee.
>>>>>
>>>>> Thanks
>>>>>
>>>>>
>>>>> Non–Solicitation.  Community and Company understand that each spends
>>>>> a significant amount of time, money and resources in the process of
>>>>> recruiting, screening, hiring and training its employees and therefore each
>>>>> employee is a valuable asset.  During the Term and for a period of
>>>>> one (1) year thereafter, neither Party shall directly or indirectly
>>>>> solicit, induce, encourage, or attempt to solicit, induce, or encourage any
>>>>> employee of the other Party to leave or terminate its relationship with the
>>>>> other Party.  Notwithstanding anything to the contrary in this Agreement,
>>>>> neither Party shall be prohibited from employing any such person who (i)
>>>>> responds to any general advertisements or postings in newspapers, industry
>>>>> newsletters or other public places, (ii) responds to any solicitation by
>>>>> third party firms that are not directed to target either Party’s employees,
>>>>> or (iii) is no longer employed by the other Party prior to commencement of
>>>>> employment discussions between the other Party and such person.  In
>>>>> the event that Community wishes to employ any Thekey Caregiver within six
>>>>> (6) months from Caregiver’s termination of employment with Company,
>>>>> Community shall pay Company a one-time placement fee of thirty
>>>>> thousand dollars ($30,000.00) per Caregiver, which amount shall be
>>>>> due within ten (10) business days of employment of such Caregiver. Payment
>>>>> of such amount does not affect any liability or contractual obligations
>>>>> that the Caregiver may have toward Company.
>>>>>
>>>>>
>>>>> --
>>>>> *Lorena Ybarra*
>>>>> Développement des affaires Soins à domicile Montréal
>>>>> Business Development Home Care Liaison
>>>>> *lorena.ybarra*@thekey.com
>>>>> <https://brand.thekey.com/esg/emaunahan@thekey.com>
>>>>> Mobile: 514-557-7543
>>>>> Office: 514-907-5065
>>>>> https://www.montrealsoinsadomicile.ca/
>>>>> [image: TheKey] <https://homecareassistance.com/>
>>>>>
>>>>>
>>
>> --
>> Tim Thomas
>> Head of Canada Division
>> *Please note my email has changed:*
>> tt@TheKey.com <tt@thekey.com>
>> (514) 591-9387
>> TheKey.ca <https://www.thekey.ca/>
>> [image: TheKey] <https://www.thekey.com/>
>>
>
>
> --
> *Lorena Ybarra*
> Développement des affaires Soins à domicile Montréal
> Business Development Home Care Liaison
> *lorena.ybarra*@thekey.com
> <https://brand.thekey.com/esg/emaunahan@thekey.com>
> Mobile: 514-557-7543
> Office: 514-907-5065
> https://www.montrealsoinsadomicile.ca/
> [image: TheKey] <https://homecareassistance.com/>
>
>